DUKE Robotics Corp. 10-Q

Item 1. Financial Statements. DUKE ROBOTICS CORP. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) AS OF JUNE 30, 2026 1 DUKE ROBOTICS CORP. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) AS OF JUNE 30, 2026 TABLE OF CONTENTS Page CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: Unaudited Condensed Consolidated Interim Balance sheets as of June 30, 2026, and December 31, 2025 3 Unaudited Condensed Consolidated Interim Statements of Comprehensive loss for six and three months ended June 30, 2026 and 2025 4 Unaudited Condensed Consolidated Interim Statements of Stockholders’ Equity (deficit) for the period of six and three months ended June 30, 2026 and 2025 5 Unaudited Condensed Consolidated Interim Statements of Cash Flows for the six months ended June 30, 2026 and 2025 6 Notes to unaudited condensed consolidated financial statements 7 2 DUKE ROBOTICS CORP. UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (USD in thousands, except share and per share data) June 30, December 31, 2026 2025 Assets Current Assets Cash and cash equivalents 6,951 750 Restricted Cash 38 - Trade receivables 163 41 Other current assets 97 116 Total Current assets 7,249 907 Operating lease right-of-use asset and lease deposit 101 127 Property and equipment, net 163 215 Total assets 7,513 1,249 Liabilities and Shareholders’ Equity Current Liabilities Accounts payable 177 129 Operating lease liability 77 72 Other liabilities 247 366 Stock purchase warrants liability - 189 Total current liabilities 501 756 Related parties loans 334 330 Operating lease liability 32 63 Total liabilities 867 1,149 Stockholders’ Equity Common stock of US$ 0.0001 par value each (“Common Stock”): 350,000,000 shares authorized as of June 30, 2026 and December 31, 2025; issued and outstanding 3,407,978 and 2,177,045 shares as of June 30, 2026 and December 31, 2025, respectively. * * Additional paid-in capital 24,637 12,505 Foreign currency translation adjustments * ( 2 ) Accumulated deficit ( 17,991 ) ( 12,403 ) Total stockholders’ Equity 6,646 100 Total liabilities and stockholders’ Equity 7,513 1,249 (*) represents amount less than $1 thousand. The accompanying notes are an integral part of the condensed consolidated interim financial statements. 3 DUKE ROBOTICS CORP. UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS (USD in thousands, except share and per share data) Six months ended Three months ended June 30 June 30 2026 2025 2026 2025 Revenues 149 143 149 143 Cost of revenues ( 124 ) ( 63 ) ( 91 ) ( 55 ) Gross profit 25 80 58 88 Research and development expenses ( 61 ) ( 45 ) ( 32 ) ( 24 ) General and administrative expenses ( 1,405 ) ( 573 ) ( 954 ) ( 314 ) Operating loss ( 1,441 ) ( 538 ) ( 928 ) ( 250 ) Financing income (expenses), net ( 206 ) ( * ) 202 ( 9 ) Other loss - ( 10 ) - ( 10 ) Net loss ( 1,647 ) ( 548 ) ( 726 ) ( 269 ) Other comprehensive gain (loss) - Foreign currency translation adjustments 2 ( 2 ) 1 ( 2 ) Comprehensive loss ( 1,645 ) ( 550 ) ( 725 ) ( 271 ) Loss per share (basic and diluted) (**) ( 0.65 ) ( 0.25 ) ( 0.26 ) ( 0.12 ) Basic and diluted weighted average number of shares of common stock outstanding (**) 2,548,714 2,195,045 2,820,653 2,195,045 (*) represents amount less than $1 thousand. (**) Adjusted to reflect one (1) for twenty five (25) reverse stock split on March 6, 2026 (see note 1C) The accompanying notes are an integral part of the condensed consolidated interim financial statements. 4 DUKE ROBOTICS CORP. UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (USD in thousands, except share and per share data) Number of Shares Amount Additional paid-in capital Foreign currency translation adjustments Accumulated deficit Total stockholders’ equity BALANCE AT DECEMBER 31, 2025 ** 2,177,045 * 12,505 ( 2 ) ( 12,403 ) 100 Share based compensation for services - - 95 - - 95 Issuance of shares 83,338 * 152 - - 152 Warrants modification - - 3,941 - ( 3,941 ) - Foreign currency translation adjustments - - - 1 - 1 Net loss for the period - - - - ( 921 ) ( 921 ) BALANCE AT MARCH 31, 2026 2,260,383 * 16,693 ( 1 ) ( 17,265 ) ( 573 ) Share based compensation for services - - 168 - - 168 Issuance of shares and warrants, net of offering costs of $ 1,962 (note 4D) 1,125,000 * 7,263 - - 7,263 Issuance of shares pursuant to warrant make-whole provision (note 4C) 22,595 * - - - - Reclassification of options from liability to equity upon elimination of make-whole provision (note 4C) - - 513 - - 513 Foreign currency translation adjustments - - - 1 - 1 Net loss for the period - - - - ( 726 ) ( 726 ) BALANCE AT JUNE 30, 2026 3,407,978 * 24,637 * ( 17,991 ) 6,646 Number of Shares Amount Additional paid-in capital Foreign currency translation adjustments Accumulated deficit Total stockholders’ equity BALANCE AT DECEMBER 31, 2024 2,177,045 * 12,013 - ( 11,162 ) 851 Share based compensation for services - - 10 - - 10 Foreign currency translation adjustments - - - ( * ) - ( * ) Net loss for the period - - ( 279 ) ( 279 ) BALANCE AT MARCH 31, 2025 2,177,045 * 12,023 ( * ) ( 11,441 ) 582 Share based compensation for services - - 67 - - 67 Foreign currency translation adjustments - - - ( 2 ) - ( 2 ) Net loss for the period - - ( 269 ) ( 269 ) BALANCE AT JUNE 30, 2025 2,177,045 * 12,090 ( 2 ) ( 11,710 ) 378 (*) represents amount less than $1 thousand. (**) See note 4. The accompanying notes are an integral part of the condensed consolidated interim financial statements. 5 DUKE ROBOTICS CORP. UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (USD in thousands, except share and per share data) Six months ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Loss for the period Adjustments required to reconcile net loss for the period to net cash used in operating activities: ( 1,647 ) ( 548 ) Depreciation 52 29 Share based compensation 263 77 Interest on loans from related parties 4 4 Changes in fair value of warrant liability 214 - Reduction in the carrying amount of right-of-use assets 28 27 Change in operating lease liabilities ( 27 ) ( 13 ) Loss from sale of property and equipment - 10 Increase in trade receivable ( 122 ) ( 106 ) Decrease (increase) in other current assets 19 ( 44 ) Increase in accounts payable 48 39 Decrease in other liabilities ( 115 ) ( 53 ) Net cash used in operating activities ( 1,283 ) ( 578 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment - ( 96 ) Net cash used in investing activities - ( 96 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Share issuance, net of offering costs 7,524 - Net cash provided by financing activities 7,524 - Effect of exchange rate changes on cash and cash equivalents ( 2 ) 2 INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 6,239 ( 672 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 750 1,287 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD 6,989 615 Supplemental disclosure of cash flow information: Non cash transactions: Acquisition of vehicle via non-cash trade-in. - 17 (*) represents amount less than $1 thousand. The accompanying notes are an integral part of the condensed consolidated interim financial statements. 6 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 – GENERAL A. Duke Robotics Corp. (the “Company”) was incorporated under the laws of the State of Nevada on February 4, 2015. On March 9, 2020, the Company closed on the Share Exchange Agreement (as defined hereunder), pursuant to which, Duke Robotics, Inc. (“Duke Inc.”) a corporation incorporated under the laws of the state of Delaware, became a majority-owned subsidiary of the Company. Duke Inc. has a wholly-owned subsidiary, Duke Airborne Systems Ltd. (“Duke Israel,” and collectively with Duke Inc., “Duke”), which was formed under the laws of the State of Israel in March 2014 and became the sole subsidiary of Duke after its incorporation. On April 29, 2020, the Company, Duke Inc., and UAS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“UAS Sub”), executed an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which UAS Sub merged with and into Duke Inc., with Duke Inc. surviving as our wholly-owned subsidiary (the “Short-Form Merger”). Upon closing of the Short-Form Merger, each outstanding share of UAS Sub’s common stock, par value $ 0.0001 per share, was converted into and became one share of common stock of Duke Inc., with Duke Inc. surviving as a wholly-owned subsidiary of the Company. Following the above transactions, Duke Israel became a wholly-owned subsidiary of Duke Inc., which is a wholly-owned subsidiary of the Company. On February 18, 2025, the Company established Duke Robotics Hellas M I.K.E (“Duke Greece”), a wholly owned subsidiary, formed under the laws of Greece, to support the ongoing global commercialization efforts of the Company’s Insulator Cleaning (“IC”) Drone system. The Company (collectively with Duke, the “Group”) is a robotics company dedicated to developing an advanced robotics stabilization system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons as well as other civilian applications, with an emphasis in the field of routine infrastructure maintenance. The Company offers high-voltage insulator washing abilities using its innovative Insulator Cleaning (“IC”) Drone system. This technology provides an efficient and safe method for cleaning high-voltage insulators, improving their performance, enhancing safety, and reducing maintenance costs. 7 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 – GENERAL (continued) B. On May 14, 2026, the Company entered into the underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the several underwriters (the “Underwriters”) relating to the a public offering (the “Offering”) of 1,125,000 units, with each unit consisting of one share of the Company’s common stock (the “Common Stock”) and one warrant to purchase one share of Common Stock at an exercise price of $ 8.60 per share, exercisable for a period of five years , subject to certain adjustments and cashless exercise provisions. On May 18, 2026, the Company closed the Offering, as well as the partial exercise of the over-allotment option, and issued the Shares and Warrants, resulting in aggregate gross proceeds of approximately $ 9,225 thousands, net of offering costs of $ 1,962 underwriting fees. See note 4D below. On May 14, 2026, the Company’s Common Stock and Warrants were approved for listing on the Nasdaq Capital Market, and on May 15, 2026, the Common Stock and Warrants began trading on the Nasdaq Capital Market under the symbols “DUKR” and “DUKRW,” respectively. C. Reverse stock split On August 12, 2025, the majority of the Company’s stockholders approved the Reverse Stock Split and on February 15, 2026, the Company’s Board of Directors approved a 1-for-25 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of Common Stock. On March 4, 2026, the Company filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation in Nevada to effect the Reverse Stock Split. The Amendment became effective on March 6, 2026. As a result of the Reverse Stock Split, every 25 shares of the Company’s outstanding shares of Common Stock prior to the effect of the Amendment were combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged. All shares, stock option and per share information in the 2025 consolidated financial statements have been restated to reflect the Reverse Stock Split on a retroactive basis. 8 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 – GENERAL (continued) D. Liquidity Since inception, the Company has incurred losses and negative cash flows from operations. The Company has financed its operations mainly through fundraising from various investors. As described in Note 1B above, on May 18, 2026, the Company closed the Offering resulting in aggregate gross proceeds of approximately $ 9,225 and commencing May 15, 2026, the Company’s Common Stock and Warrants began trading on the Nasdaq Capital Market. In light of the proceeds received from this fundraising, and based on the projected cash flows and cash balances as of the date of approval of these consolidated financial statements, management is of the opinion that the Company’s existing cash will be sufficient to meet its obligations for a period of more than 12 months from the date of approval of these consolidated financial statements. E. In October 2023, a large-scale terrorist attack in southern Israel led to the outbreak of armed conflict between Israel and Hamas. The conflict subsequently expanded to additional regional fronts and contributed to a period of heightened geopolitical and security instability in the region. During 2024 and 2025, hostilities included military operations in Lebanon and direct confrontations involving Iran. These developments increased regional uncertainty and, at times, resulted in temporary disruptions to the Company’s operations in Israel, including limited interruptions to routine business activities. In September 2025, a ceasefire agreement was reached between Israel and Hamas, and all remaining living Israeli hostages were released and returned to Israel. While the ceasefire has generally held as of the date of these financial statements, the security situation remains sensitive, and the potential for renewed hostilities or broader regional escalation cannot be ruled out. More recently, on February 28, 2026, hostilities between Israel and Iran escalated again. Israel, together with the United States, conducted a major joint military campaign of air and missile strikes against targets in Iran, which triggered a broad Iranian response and contributed to significant regional instability. The situation remains highly fluid, and we are unable to predict when, or on what terms, this escalation will be resolved. Accordingly, the extent of the continued impact on the Company’s operations and financial results, if any, cannot be reasonably estimated at this time. Given that the majority of the Company’s operations are conducted in Israel, and that all members of the Company’s board of directors and management, as well as most employees, consultants, and service providers, are located in Israel, the Company is directly affected by the economic, political, geopolitical, and military conditions impacting the region. As of June 30, 2026, while ceasefire arrangements with Hamas, Lebanon and Iran were generally in effect and large-scale military operations had subsided, the overall security environment in Israel and the surrounding region remained unstable and unpredictable. The recent hostilities resulted in temporary disruptions to the Company’s operations, resulting in a decrease in revenues during certain periods in 2025, and may continue to have an adverse impact on certain business activities. Any further escalation or expansion of the conflict could negatively affect both regional and global conditions, and may adversely impact the Company’s business, financial condition, and results of operations. 9 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair statement of the financial condition, results of operations, changes in shareholders equity and cash flows for six-months ended June 30, 2026. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2026. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates These financial statements should be read in conjunction with the audited financial statements included in the Company’s Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2025 included in the Company’s Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies. The accompanying unaudited condensed consolidated interim financial statements are prepared in accordance with GAAP. The unaudited condensed consolidated interim financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. 10 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued) Fair Value Measurements Fair value of certain of the Company’s financial instruments including cash, restricted cash, accounts receivable, account payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure” (“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of comprehensive loss. 11 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued) As of June 30, 2026, the Company had no financial liabilities measured at fair value on a recurring basis. The Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2025 are as follows: As of December 31, 2025 Level 1 Level 2 Level 3 Total US$ Stock purchase warrants liability - - 189 189 Total - - 189 189 NOTE 3 - LEASES A. On April 4, 2022, the Company signed a lease agreement for an office space in Mevo Carmel Science and Industry Park, Israel for a term of 3 years, with an option to extend the term of the lease agreement for an additional 2 years. The monthly lease payments under the lease agreement for the first two years are NIS 16.5 (approximately $ 4.6 ) and for the third year NIS 17.2 (approximately $ 4.8 ). The monthly lease payments for the option period will be agreed between the parties, with a minimum increase of 5 % above the third year monthly payment. Lease payments are linked to the Israeli Consumer Price Index. The property became available for Company’s use in February 2023. Based on the lease agreement terms, the Company made a deposit of $ 15 as a guarantee for its lease commitments. The Company utilized the two year extension option under the above lease agreement. B. The components of operating lease expense for the period ended June 30, 2026 and 2025 were as follows: Six months ended June 30, 2026 2025 Operating lease expense 37 32 12 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 3 – LEASES (continued) C. Supplemental cash flow information related to operating leases was as follows: Six months ended June 30, 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 40 31 D. Supplemental balance sheet information related to operating leases was as follows: June 30, December 31, 2026 2025 Operating leases: Operating leases right-of-use asset and lease deposit 101 127 Current operating lease liabilities 77 72 Non-current operating lease liabilities 32 63 Total operating lease liabilities 109 135 Weighted average remaining lease term (years) 1.59 2.08 Weighted average discount rate 8.75 % 8.75 % E. Future minimum lease payments under non-cancellable leases as of June 30, 2026 were as follows: 2026 41 2027 75 2028 1 Total operating lease payments 117 Less: imputed interest ( 8 ) Present value of lease liabilities 109 13 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 4 – SHAREHOLDERS’ EQUITY Transactions : A. Following the reverse stock split effected on March 6, 2026 as detailed in note 1C above, the Company adjusted its number of outstanding shares of common stock as of December 31, 2025, to reflect the effect of additional 8,232 shares of common stock of the Company, issued to existing stockholders. B. On May 11, 2021, the Company entered into securities purchase agreements with eight (8) non-U.S. investors, pursuant to which the Company, in a private placement offering, agreed to issue and sell to the investors an aggregate of: (i) 500,000 shares of the Company’s common stock, at a price of $ 10 per share; and (ii) warrants (the “2021 Warrants”) to purchase 500,000 Company’s common stock. On May 11, 2021, the Company entered into a service agreement with a non-U.S. third party for financial and project oversight services in connection with an offering. Under the agreement, the Company agreed to pay the service provider 6 % of the investment amounts received, and options to receive units, each consisting of one share and one warrant exercisable at $ 10 per share, equal to 6 % of the investment amount received divided by $ 10 . In the event that the offering investors exercise their 2021 Warrants, the service provider is entitled to additional payments and options based on 6 % of the investment and warrant exercise amounts received. On March 10, 2026, the Company entered into a warrant amendment agreement with the holders of the existing 2021 Warrant (the “2021 Warrants Amendment”). According to the 2021 Warrants Amendment, the Company and Holders agreed to extend the warrant exercise term of the 2021 Warrants from May 11, 2026 to May 1, 2031. The Company accounted for the 2021 Warrant Amendments as deemed dividends. The fair value of the 2021 Warrant modifications was estimated using the Black-Scholes option-pricing model and is presented within the consolidated statements of changes in shareholders equity as a credit to additional paid in capital and a debit to the accumulated deficit. The following are the data and assumptions used: March 10, 2026 Dividend yield 0 Expected volatility (%) 161.54 % Risk-free interest rate (%) 3.73 % Contractual term of options (years) 5.15 - 5.23 Exercise price (US dollars) 16.25 Share price (US dollars) 7 Fair value (USD in thousands) 3,941 14 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 4 – SHAREHOLDERS’ EQUITY (continued) C. On December 30, 2025, the Company entered into securities purchase agreements (the “2025 Purchase Agreement”) with seven non-U.S. investors, pursuant to which the Company issued and sold in a private placement offering an aggregate of 83,338 shares of common stock and warrants to purchase 83,338 shares of common stock (“2025 Warrants”). The 2025 Warrants were exercisable immediately at an exercise price of $ 16.25 per share and were originally scheduled to expire on November 30, 2026, subject to extension to May 30, 2028 if a public offering or other qualifying financing of at least $ 2,500 had not occurred prior to such date. The 2025 Purchase Agreement also include a make-whole provision pursuant to which the investors may receive additional shares of common stock upon the occurrence of certain qualifying public offering events. The aggregate gross proceeds from the offering were approximately $ 750 of which $ 475 received in December 2025 and $ 275 received in January 2026. The Company analyzed the 2025 Warrants, including the make-whole provision, in accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, and concluded that the warrants do not meet the criteria for equity classification. The Company also concluded that the make-whole provision is not legally detachable and cannot be separately exercised and, therefore, is not a freestanding instrument. Accordingly, the warrants, inclusive of the make-whole provision, are accounted for as a single liability-classified instrument, initially recorded at fair value and remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations until settlement or expiration. On March 10, 2026, the Company entered into the Warrant Amendment Agreement with the investors of the 2025 Purchase Agreement, pursuant to which the term of the warrants was extended such that they expire on May 1, 2031. The Company accounted for the Warrant Amendment as deemed dividend. The fair value of the Warrant modifications was estimated using the Black-Scholes option-pricing model and is presented within the consolidated statements of changes in shareholders equity as a credit to additional paid in capital and a debit to the accumulated deficit. On May 18, 2026, the Company completed a public offering as detailed in Note 1B. The public offering constituted a qualifying public offering event under the make-whole provision included in the 2025 Purchase Agreement. As a result, on May 18, 2026, the Company issued 22,595 additional shares of common stock in settlement of the make-whole provision. The initial fair value of the warrant liability attributable to the full amount of the offering was $ 299 . As of December 31, 2025, only $ 189 of such amount was recognized, reflecting the portion attributable to the proceeds received through that date, with the remaining $ 110 recognized in January 2026 upon receipt of the remaining proceeds. Immediately prior to settlement, the Company remeasured the 2025 Warrants to a fair value of $ 513 . The resulting change in fair value of $ 214 during the six month ended June 30, 2026, was recognized within financing expense, in the condensed consolidated interim statements of comprehensive loss. Following settlement of the make-whole provision, the provision that had precluded equity classification was no longer applicable. The Company reassessed the classification of the remaining 2025 Warrants pursuant to ASC 480 and ASC 815 and concluded that the warrants met the criteria for equity classification. Accordingly, on May 15, 2026, the carrying amount of the remaining warrant liability of $ 513 was reclassified to additional paid-in capital. As of June 30, 2026, no liability remained in respect of the 2025 Warrants 15 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 4 – SHAREHOLDERS’ EQUITY (continued) Warrant liability The fair value of warrants liability and the make-whole provision was calculated using a third-party specialist. Prior to the occurrence of the qualifying public offering event, the calculations were based on the probability of the expected offering date, using the Black-Scholes option-pricing model and the make-whole provision was calculated using the Monte Carlo Simulation Model. Following the completion of the public offering, the make-whole provision was measured through its settlement date based on the number of additional shares issuable pursuant to the provision and the applicable market price of the Company’s common stock. The fair value of the remaining 2025 Warrants immediately prior to their reclassification to equity was estimated using the Black-Scholes option-pricing model. The assumptions used to perform the calculations are detailed below: May 15, 2026 December 30, 2025 Expected volatility (%) 134.79 % 127.44 % - 179.34 % Risk-free interest rate (%) 4.26 % 3.47 % - 3.48 % Expected dividend yield 0.0 % 0.0 % Expected term (years) 4.961 0.316 - 2.417 Conversion price (U.S. dollars) 16.25 16.25 Underlying share price (U.S. dollars) 7.46 6.25 Fair value (U.S. dollars in thousands) 513 189 D. Public Offering On May 14, 2026, the Company entered into the Underwriting Agreement, relating to the Offering of 1,125,000 units, with each unit consisting of one share of the Company’s common stock, par value $ 0.0001 (the “Shares”), and the Warrants to purchase one share of the Company’s common stock at an exercise price of $ 8.60 per share, exercisable for a period of five years, subject to certain adjustments and cashless exercise provisions. The combined public offering price per unit was $ 8.20 . Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 168,750 shares of common stock and/or Warrants to purchase 168,750 shares of common stock to cover over-allotments, if any. On May 15, 2026, the Underwriter partially exercised its over-allotment option with respect to Warrants to purchase 168,750 shares of common stock. 16 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 4 – SHAREHOLDERS’ EQUITY (continued) On May 18, 2026, the Company closed the Offering, as well as the partial exercise of the over-allotment option, and issued the Shares and Warrants, resulting in aggregate gross proceeds of approximately $ 9,225 , before deducting underwriting discounts and commissions and offering expenses. Underwriting fees and other direct and incremental offering costs incurred in connection with the Offering amounted to approximately $ 1,962 and were recorded as a reduction of additional paid-in capital. Accordingly, the net proceeds from the Offering were approximately $ 7,263 . Concurrently with the closing of the Offering, the Company also issued Representative’s Warrants to purchase an aggregate of up to 90,000 shares of its common stock to the Underwriters, with an exercise price of $ 10.25 per share. The Representative’s Warrants are exercisable beginning on November 14, 2026, and expire on November 14, 2031, pursuant to the terms and conditions of the Representative’s Warrants. The fair value of the Representative’s Warrants was accounted for as an offering cost and recorded as a reduction of additional paid-in capital. The Company analyzed the Warrants and the Representative’s Warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and concluded that neither the Warrants nor the Representative’s Warrants meet the definition of a liability under ASC 480, that both instruments are indexed to the Company’s own common stock, and that both meet the conditions for equity classification set forth in ASC 815-40-25. Accordingly, the Warrants and the Representative’s Warrants were recorded as a component of additional paid-in capital upon issuance and are not subsequently remeasured. As both the Shares and the Warrants comprising each unit are equity-classified financial instruments, no allocation of proceeds between the Shares and the Warrants was required, and the gross proceeds from the Offering were recorded in the aggregate to common stock and additional paid-in capital. 17 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 5 - SHARE BASED COMPENSATION The following table presents the Company’s stock option activity the six months ended June 30, 2026: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2025 179,876 13.39 Granted 156,300 8.07 Exercised - - Forfeited or expired - - Outstanding at June 30, 2026 336,176 10.91 Number of options exercisable at June 30, 2026 124,678 16.99 The aggregate intrinsic value of the awards outstanding as of June 30, 2026 is $ 146 . These amounts represent the total intrinsic value, based on the Company’s stock price of $ 5.76 as of June 30, 2026, less the weighted exercise price. The stock options outstanding as of June 30, 2026, have been separated into exercise prices, as follows: Stock options outstanding Weighted average remaining contractual life – years Stock options exercisable Exercise price As of June 30, 2026 0.0025 18,000 0.04 18,000 5.25 82,800 4.72 27,602 9.50 50,275 1.03 50,275 25.00 3,975 1.00 3,975 56.25 24,826 1.00 24,826 7.88 138,000 5.70 - 9.49 18,300 5.93 - 336,176 4.07 124,678 Compensation expense recorded by the Company in respect of its share-based compensation awards for the six months ended June 30, 2026 and 2025 were $ 263 and $ 77 , respectively. Share-based compensation awards for the three months ended June 30, 2026 and 2025 were $ 168 and $ 67 , respectively. These expenses are included in General and Administrative expenses in the Statements of Operations. 18 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 6 – RELATED PARTIES A. Transactions and balances with related parties Six months ended June 30 Three months ended June 30, 2026 2025 2026 2025 General and administrative expenses: Directors and Officers compensation (*) 463 302 252 182 (*) Share base compensation 116 59 69 54 Financing: Financing expense 4 4 2 2 B. Balances with related parties: As of June 30, As of December 31, 2026 2025 Other accounts liabilities 64 117 Loans 334 330 C . On March 10, 2026, the board of directors of the Company approved the issuance of options to purchase 138,000 shares of common stock to employees, directors and consultants pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and in addition an increase in the number of shares of common stock available under the 2021 Plan from 360,000 to 480,000 . In addition, out of the options mentioned above, the board of directors approved the issuance of: Name Position Number of options Mr. Yossef Balucka Company’s CEO 16,000 Mr. Shlomo Zakai Company’s CFO 10,000 Mr. Vadim Maor Company’s CTO 4,000 Mr. Erez Nachtomy Active Vice Chairman of the board of the Company 16,000 Ms. Keren Gousman Golan Director of the Company 4,000 Mr. Eran Antebi Director of the Company 4,000 54,000 All such options are exercisable at an exercise price of $ 7.88 per share, vest in three equal annual installments of 33 % at the end of each year, expire six years from the date of grant, and are subject to the other terms and conditions set forth in the 2021 Plan. 19 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 7 – SEGMENT INFORMATION The Company has one operating and reportable segment, drone insulators washing activity. The chief operating decision maker evaluates segment performance primarily based on segment operating loss. The Company refined the name of the segment previously referred to as “Revenue from drones insulators washing” to “Revenues from civil applications segment” to better reflect its nature. The change had no impact on the composition or nature of the segment’s activities. The following table presents information about the Company’s reportable segment for the three and six months ended June 30, 2026 and 2025: Revenue related to the Company’s reportable segments is as follows: Six months ended Three months ended June 30 June 30 2026 2025 2026 2025 Revenue from civil applications segment 149 127 149 127 Cost of revenues from civil applications segment ( 124 ) ( 63 ) ( 91 ) ( 55 ) Gross profit 25 64 58 72 Other revenues - 16 - 16 Research and development expenses ( 61 ) ( 45 ) ( 32 ) ( 24 ) Depreciation ( 4 ) ( 9 ) ( 2 ) ( 4 ) Professional services ( 948 ) ( 357 ) ( 650 ) ( 181 ) Share base compensation ( 263 ) ( 77 ) ( 168 ) ( 67 ) Other general and administrative expenses ( 190 ) ( 130 ) ( 134 ) ( 62 ) Operating loss ( 1,441 ) ( 538 ) ( 928 ) ( 250 ) Interest expenses ( 222 ) ( 71 ) ( 13 ) ( 41 ) Interest income 16 71 215 32 Other expenses - ( 10 ) - ( 10 ) Net loss ( 1,647 ) ( 548 ) ( 726 ) ( 269 ) For the six and three months ended June 30, 2026 and 2025, the Company’s operations were mostly confined to Israel. As of June 30, 2026 and 2025, all of the fixed assets of the Company were located in Israel and Greece. NOTE 8 – SUBSEQUENT EVENTS On July 1, 2026, Yossef Balucka, the Company’s Chief Executive Officer and President, exercised an existing option and purchased 18,000 shares of common stock at an exercise price of $ 0.0001 per share. 20